GENERAL for VeriSign (VRSN)

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VeriSign (VRSN)

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VRSN » Topics » GENERAL

This excerpt taken from the VRSN 10-K filed Mar 3, 2009.

GENERAL

5.1

Paramountcy

From and after the Effective Time (i) this Plan of Arrangement shall take precedence and priority over any and all Shares and Options issued prior to the Effective Time, (ii) the rights and obligations of the registered holders of Shares and Options, and the Company, the Acquiror, the Depository and any trustee or transfer agent therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (iii) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Shares or Options shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

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5.2

Amendment

(1)

Subject to the Sections 5.2(2), (4), (5) and (6), the Company and the Acquiror reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that any such amendment, modification and/or supplement must be contained in a written document which is (i) agreed to in writing by the Company and the Acquiror, (ii) filed with the Court and, if made following the Special Meeting, approved by the Court subject to such conditions as the Court may impose, and (iii) if so required by the Court, communicated to Shareholders and/or Optionholders if and in the manner as required by the Court.

(2)

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Acquiror at any time prior to or at the Special Meeting (provided that the Company and the Acquiror shall have consented thereto in writing), with or without any prior notice or communication, and if so proposed and accepted by the Persons voting at the Special Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(3)

Any amendment, modification and/or supplement to this Plan of Arrangement that is approved by the Court following the Special Meeting shall be effective only if: (i) it is agreed to by each of the Company and the Acquiror; (ii) it is filed with the Court (other than amendments contemplated in Section 5.2(2) or (5), which shall not require such filing), and (iii) if required by the Court, it is consented to by holders of the Shares voting in the manner directed by the Court.

(4)

Any amendment, modification and/or supplement to this Plan of Arrangement may be made by the Acquiror unilaterally after the Effective Date without the approval of the Shareholders or the Company provided that it concerns a matter which, in the reasonable opinion of the Acquiror, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the former Shareholders and Optionholders contemplated by this Plan of Arrangement prior to giving effect to such amendment, modification and/or supplement.

(5)

Notwithstanding anything in this Plan of Arrangement or the Arrangement Agreement, the Acquiror shall be entitled, at any time prior to or following the Special Meeting, to modify this Plan of Arrangement to increase the consideration the Acquiror is prepared to make available to Shareholders or Optionholders pursuant to the Arrangement, whether or not the Board of the Company has changed its recommendation, provided that the Acquiror shall use its commercially reasonable efforts to provide not less than one Business Day’s prior written notice of such proposal to the Company.

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(6)

Notwithstanding anything in this Plan of Arrangement or the Arrangement Agreement, no amendment, revision, update or supplement shall be made to the Plan of Arrangement that (i) would require the Company to obtain any regulatory approval or the approval of Shareholders in respect of such amendment, revision, update or supplement other than at the Special Meeting, (ii) would prejudice the Company’s securityholders or would result in the withdrawal or material modification of the Fairness Opinion, (iii) would impede or materially delay the consummation of the transactions contemplated by the Plan of Arrangement, or (iv) would require the Company to take any action in contravention of applicable Law, the Charter Documents or any material provision of any material agreement to which it is a party.

5.3

Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and be deemed to have occurred in the order set out herein, without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to implement this Plan of Arrangement and to further document or evidence any of the transactions or events set out herein.

5.4

Withholding Rights

Notwithstanding anything in the Arrangement Agreement or this Plan of Arrangement to the contrary, the Company, the Depository, the Acquiror or one or more Subsidiaries of the Acquiror, as the case may be, shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Plan of Arrangement to any holder of Shares or Options such amounts as are required to be deducted and withheld with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986, or any provision of local, state, provincial or foreign tax Law, in each case, as amended, or the administrative practice of the relevant Governmental Entity administering such Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of the Arrangement Agreement and this Plan of Arrangement as having been paid to the former holder of the Shares or Options, as the case may be, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority within the time required and in accordance with applicable Laws.

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